PROMISSORY NOTE
$40,000,000 November 26, 2002
FOR VALUE RECEIVED, SOLOMONS BEACON INN LIMITED PARTNERSHIP, a Maryland
limited partnership, and TRS SUBSIDIARY, LLC, a Delaware limited liability
company, each having an address at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx
00000 (collectively, "Maker"), hereby promises to pay to the order of GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, at its principal place
of business at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 (together with
its successors and assigns "Payee") or at such place as the holder hereof may
from time to time designate in writing, the principal sum of Forty Million and
NO/00 Dollars ($40,000,000) (the "Principal"), in lawful money of the United
States of America, with interest on the unpaid principal balance from time to
time outstanding at the Interest Rate, in installments as follows:
A. A payment of $50,000 on the date hereof, representing interest from the
date of funding through November 30, 2002;
B. On January 1, 2003 (which shall be the first Payment Date hereunder) and
each Payment Date thereafter through and including November 1, 2012, the
Principal and interest thereon at the Interest Rate shall be payable in equal
monthly installments of $322,237.28 (the "Monthly Debt Service Payment Amount");
which is based on the Interest Rate and a 20-year amortization schedule; each of
such payments, subject to the provisions of Section 3.11 of the Loan Agreement
(hereinafter defined), to be applied (a) to the payment of interest computed at
the rate aforesaid; and (b) the balance applied toward the reduction of the
principal sum; and
C. The balance of the principal sum of this Note together with all accrued
and unpaid interest thereon shall be due and payable on the Maturity Date.
1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings given in that certain Loan Agreement (the "Loan
Agreement") dated the date hereof between Maker and Payee. The following terms
have the meanings set forth below:
Business Day: any day other than a Saturday, Sunday or any day on which
commercial banks in New York, New York are authorized or required to close.
Default Rate: a rate per annum equal to the lesser of (i) the maximum
rate permitted by applicable law, or (ii) 5% above the Interest Rate,
compounded monthly.
Interest Period: (i) the period from the date hereof through the first
day thereafter that is the last day of a calendar month and (ii) each period
thereafter from the 1st day of each calendar month through the last day of each
such calendar month; except that the Interest Period, if any, that would
otherwise commence before and end after the Maturity Date shall end on the
Maturity Date.
Interest Rate: a rate of interest equal to 7.50% per annum (or, when
applicable pursuant to this Note or any other Loan Document, the Default Rate).
Maturity Date: the date on which the final payment of principal of this
Note (or the Defeased Note, if applicable) becomes due and payable as therein
provided, whether at the Stated Maturity Date, by declaration of acceleration,
or otherwise.
Payment Date: the 1st day of each calendar month or, upon Xxxxx's
exercise of its right to change the Payment Date in accordance with Section
2.2.4 of the Loan Agreement, the New Payment Date (in either case, if such day
is not a Business Day, the Payment Date shall be the first Business Day
thereafter). The first Payment Date hereunder shall be January 1, 2003.
Stated Maturity Date: December 1, 2012, as such date may be changed in
accordance with Section 2.2.4 of the Loan Agreement.
Yield Maintenance Premium: an amount which, when added to the
outstanding Principal, would be sufficient to purchase U.S. Obligations which
provide payments (a) on or prior to, but as close as possible to, all successive
scheduled payment dates under this Note through the Stated Maturity Date and (b)
in amounts equal to the Monthly Debt Service Payment Amount required under this
Note through the Stated Maturity Date together with the outstanding principal
balance of this Note as of the Stated Maturity Date assuming all such Monthly
Debt Service Payments are made (including any servicing costs associated
therewith). In no event shall the Yield Maintenance Premium be less than zero.
2. Payments and Computations. Interest on the unpaid Principal shall be
computed on the basis of the actual number of days elapsed over a 360-day year.
All amounts due under this Note shall be payable without setoff, counterclaim or
any other deduction whatsoever and are payable without relief from valuation and
appraisement laws and with all costs and charges incurred in the collection or
enforcement hereof, including, attorneys' fees and court costs.
3. Loan Documents. This Note is evidence of that certain loan made by
Payee to Maker contemporaneously herewith and is executed pursuant to the terms
and conditions of the Loan Agreement. This Note is secured by and entitled to
the benefits of, among other things, the Mortgages and the other Loan Documents.
Reference is made to the Loan Documents for a description of the nature and
extent of the security afforded thereby, the rights of the holder hereof in
respect of such security, the terms and conditions upon which this Note is
secured and the rights and duties of the holder of this Note. No reference
herein to and no provision of any other Loan Document shall alter or impair the
obligation of Maker, which is absolute and unconditional (except for Section
10.1 of the Loan Agreement), to pay the principal of and interest on this Note
at the time and place and at the rates and in the monies and funds described
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herein. All of the agreements, conditions, covenants, provisions and
stipulations contained in the Loan Documents to be kept and performed by Maker
are by this reference hereby made part of this Note to the same extent and with
the same force and effect as if they were fully set forth in this Note, and
Maker covenants and agrees to keep and perform the same, or cause the same to be
kept and performed, in accordance with their terms.
4. Loan Acceleration; Prepayment. The Debt, shall without notice become
immediately due and payable at the option of Payee if any payment required in
this Note is not paid on the date on which it is due or upon the happening of
any other Event of Default. Maker shall have no right to prepay or defease all
or any portion of the Principal except in accordance with Sections 2.3.2, 2.3.3,
2.3.4, 2.4 and 2.5 of the Loan Agreement. If prior to the third Payment Date
Prior to the Stated Maturity Date (i) Maker shall (notwithstanding such
prohibition of prepayment) tender, and Payee shall, in its sole discretion,
elect to accept, payment of the Debt, or (ii) the Debt is accelerated by reason
of an Event of Default, then the Debt shall include, and Payee shall be entitled
to receive, in addition to the outstanding principal and accrued interest and
other sums due under the Loan Documents, an amount equal to the Yield
Maintenance Premium, if any, that would be required in connection with a
Defeasance if a Defeasance were to occur at the time of Payee's acceptance of
such tender or other receipt of the Debt (through foreclosure or otherwise), as
the case may be. The principal balance of this Note is subject to mandatory
prepayment, without premium or penalty, in certain instances of Insured Casualty
or Condemnation, as more particularly set forth in Sections 2.3.2 and 7.4.2 of
the Loan Agreement. Except during the continuance of an Event of Default, all
proceeds of any repayment, including permitted prepayments, of Principal shall
be applied in accordance with Section 2.3.1 of the Loan Agreement. During the
continuance of an Event of Default, all proceeds of repayment, including any
payment or recovery on the Property (whether through foreclosure, deed-in-lieu
of foreclosure, or otherwise) shall, unless otherwise provided in the Loan
Documents, be applied in such order and in such manner as Payee shall elect in
Xxxxx's discretion.
5. Default Rate. After the occurrence and during the continuance of an
Event of Default, the entire unpaid Debt shall bear interest at the Default
Rate, and shall be payable upon demand from time to time, to the extent
permitted by applicable law.
6. Late Payment Charge. If any Monthly Debt Service Payment Amount is
not paid by Maker on the date on which it is due, Maker shall pay to Payee upon
demand an amount equal to the lesser of 2% of such unpaid sum or the maximum
amount permitted by applicable law, in order to defray the expense incurred by
Payee in handling and processing such delinquent payment and to compensate Payee
for the loss of the use of such delinquent payment.
7. Amendments. This Note may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act or failure to
act on the part of Maker or Payee, but only by an agreement in writing signed by
the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought. Whenever used, the
singular number shall include the plural, the plural the singular, and the words
"Payee" and "Maker" shall include their respective successors, assigns, heirs,
executors and administrators. If Maker consists of more than one person or
party, the obligations and liabilities of each such person or party shall be
joint and several.
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8. Waiver. Maker and all others who may become liable for the payment
of all or any part of the Debt do hereby severally waive presentment and demand
for payment, notice of dishonor, protest, notice of protest, notice of
nonpayment, notice of intent to accelerate the maturity hereof and of
acceleration. No release of any security for the Debt or any person liable for
payment of the Debt, no extension of time for payment of this Note or any
installment hereof, and no alteration, amendment or waiver of any provision of
the Loan Documents made by agreement between Payee and any other person or party
shall release, modify, amend, waive, extend, change, discharge, terminate or
affect the liability of Maker, and any other person or party who may become
liable under the Loan Documents, for the payment of all or any part of the Debt.
9. Exculpation. It is expressly agreed that recourse against Maker for
failure to perform and observe its obligations contained in this Note shall be
limited as and to the extent provided in Section 10.1 of the Loan Agreement.
10. Notices. All notices or other communications required or permitted
to be given pursuant hereto shall be given in the manner specified in the Loan
Agreement directed to the parties at their respective addresses as provided
therein.
11. Joint and Several. Each Person constituting Maker hereunder shall
have joint and several liability for the obligations of Maker hereunder.
12. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS) AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
[Signature Page Follows]
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IN WITNESS WHEREOF, Xxxxx has executed this Promissory Note as
of the day and year first written.
SOLOMONS BEACON INN LIMITED
PARTNERSHIP, a Maryland limited partnership
By: Solomons GP, LLC, its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
TRS SUBSIDIARY, LLC, a Delaware limited liability
company
By: TRS Leasing, Inc., its sole member
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
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